Chapter 3772-29 Debt Transactions

(A)
Definitions: For the purposes of this rule the following definitions shall
apply:

(1)
"Casino facility" has the same
meaning as set forth in section
3772.01 of the Revised Code.

(2)
"Casino operator" has the same
meaning as set forth in section
3772.01 of the Revised Code.

(3)
"Commission" means the Ohio
casino control commission or its designee, as allowed by section 3722.033 of
the Revised Code.

(4)
"Debt
transaction" has the same meaning as set forth in section
3772.28 of the Revised Code.

(5)
"Debt" means, but is not
limited to, any bond, loan, mortgage, trust, deed (when committed in any form
as collateral), note, debenture, subordination, guaranty, letter of credit,
security agreement, pledge, chattel mortgage, or any other form of
indebtedness.

(B)
A
casino operator shall not enter into a debt transaction without the approval of the commission. The
casino operator shall submit a request, in writing, for approval of a debt
transaction. The procedure shall be as follows:

(1)
Unless otherwise
waived or modified by the commission, a casino operator
shall submit all required information and documentation, as outlined in
this rule,
at least thirty days before the request for approval of a debt
transaction may appear on the
commission meeting agenda
.

(2)
A representative of the casino operator
shall be present at the commission meeting in
which the request appears on the agenda to answer any questions posed by
the commission.

(3)
The request for
approval of a debt transaction shall contain, at a minimum, the following
information and supporting documentation:

(C)
The casino operator shall perform due
diligence to ensure that each person the casino operator enters into a debt
transaction with has the appropriate reputation, experience, and financial
security.

(D)
A casino operator
should clearly identify those portions of the request for approval of debt
transaction that it deems to be confidential, proprietary commercial
information, or trade secrets. The request for
approval of debt transaction shall be open to public inspection to the extent
permitted by sections
149.43 and
3772.16 of the Revised Code.

(E)
Commission approval of a debt transaction
is a separate and distinct process from licensure, as generally set forth in
sections 3772.07 to
3772.112 of the Revised Code,
and the commission's approval of a debt transaction does not
ensure
that a casino operator's initial or renewal license will be
approved.

(F)
If the commission
denies approval of a debt transaction, the casino operator may not enter into
that debt transaction.

(G)
Upon
approval of a debt transaction, the casino operator shall report to the
commission, on a quarterly basis, compliance with the payment terms of the debt
transaction previously approved under this rule. Further, any default,
breach, or acceleration under the terms,
conditions, or covenants of a debt
transaction previously approved under this rule shall be reported immediately
to the commission. In the event of a default, any enforcement of a security
interest pursuant to the terms and conditions of a debt transaction previously
approved by the commission shall be reported immediately to the commission by
the person enforcing the security interest, the casino operator, and, if
applicable, the entity managing the casino facility at the time of enforcement
of the security interest.

(H)
The
casino operator shall provide the commission copies of any
proposed amendments to a debt
transaction previously approved under this rule. Any
material change, as determined by the commission, to the
previously approved debt transaction shall be
subject to further commission approval.

(I)
Within fifteen days after closing of the
debt transaction, and thereafter if requested by
the commission, the casino operator shall file with the commission the list of
the initial lenders and/or noteholders as applicable.

(J)
The commission may further request
information not specifically requested in this rule or in addition to that
which is provided in response to this rule. The casino operator shall provide
all information, documents, certifications, and
materials at the casino operator's sole expense and cost.